Commercial Loan (Trust and Loan Companies) Regulations (SOR/92-349)

Short Title

1 These Regulations may be cited as the Commercial Loan (Trust and Loan Companies) Regulations.

Interpretation

2 In these Regulations, Act means the Trust and Loan Companies Act. (Loi)

Prescribed Subsidiaries

3 For the purpose of sections 461 and 462 of the Act, the prescribed subsidiaries of a company are all of the subsidiaries of the company.

Definition of Widely Distributed

• 4 (1) For the purpose of the definition commercial loan in subsection 449(1) of the Act, widely distributed means

  • (a) in respect of debt obligations the distribution of which is exempt from the requirement to file a prospectus under the laws of Canada, a province or a jurisdiction outside Canada, that

    • (i) at least 90% of the maximum authorized principal of the debt obligations is held by one or more persons other than the company and its subsidiaries, and

      • (A) the debt obligations were issued to at least 25 persons other than the company and its subsidiaries within six months after the day on which the first of the debt obligations was issued, or

      • (B) if the debt obligations are issued on a continuous basis, there are on average at least 25 holders other than the company and its subsidiaries, or

    • (ii) at the time of their initial distribution, the debt obligations met at least three of the following criteria:

      • (A) their initial term was less than one year,

      • (B) they were rated by a rating agency,

      • (C) they were distributed through a person authorized to trade in securities, and

      • (D) they were distributed in accordance with an offering circular or memorandum, or a similar document relating to the distribution of securities; or

  • (b) in respect of any other securities, that

    • (i) they are listed and posted for trading on a recognized stock exchange, or

    • (ii) a prospectus relating to the issuance of the securities was filed under the laws of Canada, a province or a jurisdiction outside Canada.

• (2) For the purposes of subparagraph (1)(a)(i), maximum authorized principal means, in relation to any debt obligation, the maximum amount of debt that may be issued under the terms of the debt obligation or any agreement relating to it.

International Agencies

5 For the purposes of the definition commercial loan in subsection 449(1) of the Act, the prescribed international agencies are

• (a) the International Bank for Reconstruction and Development;

• (b) the International Finance Corporation;

• (c) the Inter-American Development Bank;

• (d) the Asian Development Bank;

• (e) the African Development Bank;

• (f) the European Investment Bank;

• (g) the Caribbean Development Bank;

• (h) the Nordic Investment Bank;

• (i) the European Bank for Reconstruction and Development; and

• (j) the Council of Europe Development Bank.

Prescribed Total Assets

6 For the purposes of sections 461 and 462 of the Act, total assets, in respect of a company, at a particular time, means the total of the assets that would be reported on the balance sheet of the company prepared as at that time in accordance with the accounting principles and specifications of the Superintendent referred to in subsection 313(4) of the Act.